Camp4 Therapeutics Corp

The Board seeks shareholder approval to amend the 2024 Equity Incentive Plan’s evergreen formula to include pre-funded warrants in the calculation of outstanding shares used to determine the annual automatic share reserve increase. Management’s rationale is that the company issued pre-funded warrants in its September 2025 private placement in lieu of common stock to certain investors, which meant the existing evergreen calculation—based solely on issued and outstanding common stock—did not reflect capital raised via pre-funded warrants, thereby creating a disproportionately smaller annual increase in the share reserve. The amendment is narrowly targeted (only the evergreen formula is changed), and the Board and compensation committee, with benchmarking support from Alpine, concluded it is reasonable and necessary to maintain competitive equity grant capacity for recruiting and retention. Approval would slightly increase the annual share pool (Company estimates an additional ~300,187 shares based on April 1, 2026 figures) and would apply prospectively beginning with the annual increase on January 1, 2027; failure to approve could constrain equity grant flexibility, potentially forcing alternative, less alignment-creating compensation methods. The proposal raises standard governance considerations—dilution, alignment, and whether increases are commensurate with capital raised by warrant issuances—and is management-recommended with the board’s reasoning explained in the proxy.